Author: Golem (@web 3_golem)

This year, with the Trump administration easing cryptocurrency regulations, there has been substantial progress in the securities tokenization sector, and platforms for trading tokenized U.S. stocks have emerged like mushrooms after rain. However, learning from the experiences of centralized cryptocurrency exchanges, almost all U.S. stock token trading platforms have recognized the importance of compliance early on and regard it as a core competitive advantage. Particularly, recent discussions about compliance have resurfaced in the market due to the MyStonks "$6.2 million" public relations incident involving regulation (related reading: Withdrawals of $6.2 million blocked? MyStonks responds: It is due to regulatory enforcement, not platform misappropriation).

So, what licenses are needed to establish a compliant U.S. stock token trading platform? The vast majority of U.S. stock token trading platforms operate on an order flow model, meaning users buy and sell U.S. stock tokens on the platform, which then trades the corresponding U.S. stock shares 1:1 off-chain through U.S. stock accounts, choosing to collaborate with licensed traditional banks or brokerages to custody user assets. Therefore, fundamentally, U.S. stock token trading platforms are engaged in securities brokerage business.

According to the statement released by the U.S. SEC on July 9, 2025, regarding securities tokenization, tokenized securities are still considered securities, and market participants must consider and comply with federal securities laws when conducting these transactions. This means that although the current regulations for U.S. stock token trading platforms in the U.S. are still somewhat unclear, from the perspective of business similarity, referencing the compliance requirements of traditional brokerages is highly instructive for U.S. stock token trading platforms. For instance, Dinari, a compliant U.S. stock token trading platform, has applied for regulatory compliance according to traditional brokerage requirements, registering as a securities transfer agent under the U.S. SEC (Section 17 A(c)) and obtaining registration as a U.S. securities broker.

However, in practical business scenarios, whether to provide services to U.S. users, whether to facilitate/make market trades, whether to offer fiat currency deposits and withdrawals, and whether to personally hold/custody actual stocks all have different licensing requirements for U.S. stock token trading platforms. Odaily Planet Daily will use the compliance requirements for traditional brokerages in the U.S. as a reference to discuss what licenses a compliant U.S. stock token trading platform may need. (Note: This article is for general discussion only and should not be considered formal compliance reference or legal advice.)

FinCEN MSB (Money Services Business) Registration (Essential)

FinCEN stands for the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, primarily responsible for enforcing anti-money laundering (AML) and counter-terrorism financing (CFT) regulations, and overseeing "money services businesses" (MSB), including virtual currencies.

In its 2019 guidance, FinCEN defined "convertible virtual currency (CVC)" as "virtual currency that can be exchanged for fiat currency or used as a substitute for fiat currency," and stated that "exchangers, issuers, or administrators" that accept, transmit, or buy/sell CVC must register as an MSB with FinCEN and fulfill AML/CFT reporting and record-keeping obligations.

For a compliant U.S. stock token trading platform, this is almost a mandatory license. Because even if most U.S. stock token trading platforms do not directly involve fiat currency deposits and withdrawals, their business is fundamentally based on receiving and transmitting stablecoins pegged to the U.S. dollar, which aligns with FinCEN's definition of CVC, thus falling under FinCEN's regulation.

ATS (Alternative Trading System) License (Ambiguous)

The ATS license, or Alternative Trading System license, is granted by the U.S. SEC and allows the licensee to operate a trading platform that is not a traditional stock exchange but can still facilitate the buying and selling of securities. Generally, digital asset trading platforms do not require this license, as digital assets are mostly classified as commodities. However, since tokenized U.S. stocks still fall under the category of securities, they are subject to U.S. SEC regulation.

To apply for an ATS license, one must first register as a broker-dealer with the U.S. SEC, then apply to become a member of FINRA (Financial Industry Regulatory Authority), and only then can submit Form ATS to the U.S. SEC. After submitting the application, the platform must continuously report operational data to the U.S. SEC and comply with relevant trading transparency and anti-money laundering regulations.

However, the U.S. SEC requires that the ATS license operates a securities matching trading system. The reality is that most U.S. stock token trading platforms do not facilitate trades from multiple parties but instead use an order flow model, trading one-on-one with users, thus temporarily not falling within the ATS scope. However, since it still involves securities trading, the platform must still obtain a broker-dealer license.

Becoming a FINRA/SIPC Member (Recommended)

FINRA (Financial Industry Regulatory Authority) is a self-regulatory organization for the securities industry in the U.S. (a non-governmental entity but supervised by the U.S. SEC). It is responsible for regulating broker-dealers and registered representatives, establishing and enforcing industry rules, conducting audits, assessing licenses, handling industry discipline and investor complaints, and operating BrokerCheck (a tool for checking broker/dealer backgrounds).

In the U.S., broker-dealers involved in securities trading must register, and in most cases, they must become FINRA members. FINRA is responsible for daily regulation, business rules, anti-money laundering, compliance systems, etc. As a quasi-broker and securities brokerage service, U.S. stock token trading platforms should also join FINRA as members for compliance.

SIPC (Securities Investor Protection Corporation) is a non-profit organization established by Congress, serving as an investor protection mechanism. When a SIPC member brokerage goes bankrupt and customer cash or securities are misappropriated or lost, SIPC can help recover customer assets or provide cash/securities compensation. Joining SIPC is not a legal requirement but has become an industry norm; however, the prerequisite is that the platform must register as a broker-dealer, and most publicly registered broker-dealers in the U.S. are SIPC members.

Although SIPC does not explicitly state that it protects tokenized assets, given that U.S. stock tokens are essentially securities, the obligation to protect customers may still be triggered, and compliant U.S. stock token trading platforms should become SIPC members.

Transfer Agent Registration (Not Mandatory)

A transfer agent is regulated by the U.S. SEC and is primarily responsible for securities registration, transfer, and maintenance of shareholder records. When investors buy and sell stocks, the transfer agent updates shareholder records to ensure that shares are transferred from the seller to the buyer, and also handles dividend distributions, stock splits, and other events. Traditional financial brokerages generally apply for transfer agent status.

U.S. stock token trading platforms can also apply to register as transfer agents; for example, Dinari has successfully obtained this license. However, in general, most U.S. stock token trading platforms choose to collaborate with licensed brokerages or banks instead of applying for transfer agent registration themselves.

However, it is worth noting that some U.S. stock token trading platforms may offer dividend distribution features to users holding tokens, which involves recording the ownership relationships of shareholders. To comply, they would need to register as a transfer agent or establish a detailed cooperation plan with an appointed transfer agent. For instance, Dinari distributes dividends to holders of U.S. stock tokens in the form of USD+ stablecoins issued on Arbitrum One.

CFTC (Commodity Futures Trading Commission) Related Registration (Mandatory for Derivatives Business)

If a U.S. stock token trading platform involves contracts or leveraged trading of U.S. stock tokens, it must also register with the CFTC (Commodity Futures Trading Commission). Since U.S. stock tokens are essentially securities, any contracts or leveraged trading based on them will fall under the CFTC's derivatives regulatory scope.

If the platform handles futures/derivatives trading for users and collects margin, it requires FCM (Futures Commission Merchant) registration; if the derivatives trading involves foreign exchange, it requires RFED (Retail Foreign Exchange Dealer) registration; if the platform includes a matching system and introduces clients to the derivatives market, it requires Introducing Broker (IB) registration.

Additionally, platforms providing derivatives trading for U.S. stock tokens must comply with NFA (National Futures Association) rules.

Not Providing Services to U.S. Users Reduces Compliance Difficulty

In summary, becoming a compliant U.S. stock token trading platform is not easy, and obtaining a single or a few licenses does not mean "full compliance." But why do some U.S. stock trading platforms claim to be compliant? Or is there another standard for compliance?

The answer is yes; in fact, as long as they do not provide services to U.S. users, the difficulty of compliance will be significantly reduced. As long as a U.S. stock token trading platform does not provide services to U.S. users, theoretically, ATS licenses, FINRA/SIPC membership, transfer agent registration, and CFTC registration are not required. Many U.S. stock token trading platforms in the market restrict access to Americans and U.S. regions through KYC verification, IP blocking, etc., to meet the requirement of not providing services to U.S. users, thus circumventing the cumbersome U.S. regulatory procedures.

For U.S. stock token trading platforms targeting the global market, restricting access for Americans and U.S. regions will not significantly impact their business. However, it is important to note that the U.S., as the "world's police," has strong "long-arm jurisdiction" from the U.S. SEC and CFTC. If U.S. users bypass KYC or IP restrictions through VPNs, proxies, or third-party channels, it will still trigger compliance regulatory requirements from the U.S. SEC and CFTC.

Such examples have already occurred in centralized exchanges (CEX), where many exchanges claiming to exit the U.S. market have still faced lawsuits from the U.S. SEC/CFTC. Therefore, for U.S. stock token trading platforms, even if the current goal is to target non-U.S. users, they should prepare in advance to avoid falling into the "regulatory trap" of the U.S. SEC/CFTC.

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